Long-Term Debt | Note 5 – Long-Term Debt As of June 30, 2018 and December 31, 2017 the Company’s outstanding debt consisted of the following ( in thousands ): As of June 30, 2018 As of December 31, 2017 Exit Facility $ 58,447 $ 73,996 Capital lease obligations 17 21 Total debt 58,464 74,017 Less: debt issue costs 34 44 Less: current maturities 17 21 Total long-term debt $ 58,413 $ 73,952 Exit Facility On December 30, 2016, the Company entered into a secured Exit Facility, which matures on December 30, 2019. The Exit Facility, as amended, is secured by mortgages on at least 90% of the value of it and its subsidiary guarantors’ proved developed producing reserves as well as its total proved reserves. The Exit Facility consists of two facilities: (i) a term loan facility (the “Exit Term Loan”) and (ii) a revolving credit facility (the “Exit Revolving Facility”) for the making of revolving loans and the issuance of letters of credit. The Exit Facility is guaranteed by substantially all of the wholly-owned subsidiaries of the Company, subject to customary exceptions, and is secured by first priority security interests on substantially all assets of each guarantor. Under the Exit Facility, the borrower will not declare or make a restricted payment, or make any deposit for any restricted payment. Restricted payments include declaration or payment of dividends. The Company must make a mandatory prepayment of the revolving loans and, if necessary, cash collateralize the outstanding letters of credit if a reduction in the revolving credit capacity would cause the revolving credit exposure to exceed the revolving credit capacity. On or after the determination of the borrowing base, the Company must also make a mandatory prepayment of the revolving loans and, if necessary, cash collateralize the outstanding letters of credit not in favor of ExxonMobil if a borrowing base deficiency arises. The Exit Facility contains covenants and events of default customary for reserve-based lending facilities. In addition, for each fiscal quarter ending on and after March 31, 2018, the Company must maintain a Current Ratio (as defined in the Exit Facility) of no less than 1.00 to 1.00 and a First Lien Leverage Ratio (as defined in the Exit Facility) of no greater than 4.00 to 1.00 calculated on a trailing four quarter basis. On March 29, 2018, the Company prepaid $10.0 million outstanding under the Exit Term Loan. No payment was made during the quarter ended June 30, 2018. Due to a potential decline in its estimated trailing twelve-month EBITDA calculation for the twelve-month period ending September 30, 2018, the Company may prepay additional amounts of its outstanding Exit Term Loan in order to prevent a breach of the First Lien Leverage Ratio, and such a prepayment could adversely affect its liquidity. Additionally, due to its decreased cash position, the Company may not meet its required Current Ratio (as defined in the Exit Facility). Under those circumstances, the Company would explore several options to remain in compliance with the terms of the Exit Facility, including modifying the timing of its capital expenditures. Furthermore, for each fiscal quarter ending on and after March 31, 2018, if the Asset Coverage Ratio (as defined in the Exit Facility) is less than 1.50 to 1.00, the Company must make a mandatory prepayment of the Exit Term Loan in an amount equal to the lesser of (i) 7.5% of the aggregate outstanding principal amount of the Exit Term Loan on December 30, 2016 and (ii) the then outstanding principal amount of the Exit Term Loan. Based on the results of the quarter ended March 31, 2018, the Company made a mandatory prepayment of $5.5 million during the quarter ended June 30, 2018. Based on the results of the quarter ended June 30, 2018, the Company will not be required to make a prepayment during the quarter ended September 30, 2018. Based upon the Company’s current expectations with respect to its capital resources, capital expenditures, results from operations and commodity prices, the Company believes that it is possible that it will be required to make a mandatory prepayment with respect to fiscal quarters subsequent to September 30, 2018. In the event of a mandatory prepayment, any such mandatory prepayment would not, in and of itself, constitute a default under the Exit Facility. As of June 30, 2018, the Company is in compliance with all terms of the Exit Facility. Unused credit capacity under the Exit Revolving Facility will accrue a commitment fee of 0.50% payable quarterly in arrears. Interest on the outstanding amount of the Exit Term Loan, at the Company’s option, will accrue at an interest rate equal to either: (i) the Alternative Base Rate (as defined in the Exit Facility) plus 3.5% per annum or (ii) the one-month LIBO Rate (as defined in the Exit Facility) plus 4.5% per annum. Interest on the Exit Term Loan bearing interest at the Alternative Base Rate will be payable quarterly; interest on the Exit Term Loan bearing interest at the LIBO Rate will be payable monthly. Interest on the outstanding amount of revolving loans borrowed under the Exit Revolving Facility, at the Company’s option, will accrue at an interest rate equal to either (i) the Alternative Base Rate plus 3.5% per annum or (ii) the one, three or six month LIBO Rate plus 4.5% per annum. Interest on revolving loans that bear interest at the Alternative Base Rate will be payable quarterly; interest on revolving loans that bear interest at the LIBO Rate will be payable at the end of each interest period or, if an interest period exceeds three months, at the end of every three months. The stated amount of each letter of credit issued under the Exit Revolving Facility accrues fees at the rate of 4.5% per annum. There is an issuance fee of 0.25% per annum charged on the stated amount of each letter of credit issued after December 30, 2016. The Company currently has $12.5 million available for borrowing, under specific circumstances, as revolving loans subject to a maximum for all such loans of (i) $25 million prior to the date the borrowing base is initially determined and (ii) the borrowing base, on and after the date the borrowing base is initially determined. The borrowing base will be initially determined at a date elected by the Company, and will be redetermined semi-annually thereafter. Currently, the Company has not elected a date for the initial borrowing base determination. As of June 30, 2018, the Company had approximately $58.4 million in borrowings and $20 1.5 million in letters of credit issued under the Exit Facility. |